§1 Validity and conditions
1. Our deliveries, services and offers are made exclusively on the basis of these terms and conditions.
These shall therefore also apply to all future business relationships, even if they are not expressly agreed again.
The terms and conditions shall be deemed to have been accepted at the latest upon receipt of the goods.
2. deviations from these terms and conditions are only effective if we confirm them in writing.
3. we assume that our customers are fully qualified merchants or that they wish to be treated as such.
§2 Offer and conclusion of contract
Our offers are non-binding.
All orders are binding for the customer and can be accepted by us by order confirmation or delivery.
The customer should repeat telephone orders immediately in writing; if he fails to do so, he shall bear the risk of transmission errors.
The same applies to additions, amendments or subsidiary agreements.
§3 Prices
1. The prices are quoted ex works Freiberg, plus
the statutory value added tax.
2. special lengths are charged with a 15% surcharge.
§4 Delivery time
1. The stated delivery periods are non-binding, unless expressly agreed otherwise in writing.
2. we shall not be responsible for delays in delivery due to force majeure and events that make delivery difficult or impossible for us – this also includes subsequently occurring difficulties in procuring materials, operational disruptions, strikes, lockouts, personnel shortages, lack of means of transportation, official orders, etc., even if they occur at suppliers – even in the case of bindingly agreed deadlines. They entitle us to postpone the delivery for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part due to the unfulfilled part.
3. we are entitled to make partial deliveries at any time.
4. if we are responsible for failure to comply with bindingly agreed deadlines and dates or are in default, our customer shall be entitled to compensation for default in the amount of 1/2 % for each completed week of default, but not more than a total of 5 % of the invoice value of the delivery affected by the contract.
§5 Transfer of risk
The risk is transferred to our customer as soon as the shipment has been handed over to the person carrying out the transport or has left our factory for the purpose of shipment.
§6 Return of goods
Goods may be returned subject to prior written consent.
consent.
In any case, the customer shall bear the costs of taking back the goods (customer bears all costs incurred by taking back the goods), less a processing fee of 10% and the costs of taking back the goods, the purchase price shall be credited to the customer.
§7 Warranty
1. The statutory warranty period is 6 months and begins on the date of delivery.
2. Defects must be reported within three days of delivery.
Non-obvious defects three days after discovery.
In the event of timely and justified notification of defects, we shall offer, at our discretion, rectification, conversion or reduction free of charge.
3. A prerequisite for the warranty is compliance with the product information in our catalogs.
4. We must exclude further claims, unless they are based on intent or gross negligence on our part.
§8 Limitation of liability
1. Claims for damages arising from impossibility of performance, from positive breach of contract, from culpa in contrahendo and from tort are excluded both against us and against our vicarious agents, insofar as there is no intentional or grossly negligent action.
§9 EDP data
1. In order to ensure a proper commercial process, we must store and process order-related data of our customers.
§10 Retention of title
1. Until all claims (including all current account balance claims) to which we are entitled against our customer now or in the future for any legal reason have been settled, we shall be granted the following securities, which shall be released on request at our discretion if their value exceeds the claim
by more than 20% on a sustained basis.
2. The goods shall remain our property .
Processing and transformation shall always be carried out for us as the manufacturer, but without any obligation on our part.
If our (co-)ownership expires due to combination, it is hereby agreed that the customer’s (co-)ownership of the uniform item shall pass to us in proportion to its value (invoice value)
.
Our customer shall store our (co-)ownership free of charge.
Goods to which we are entitled to (co-)ownership are hereinafter referred to as reserved goods.
3. Our customer is entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default.
Pledges or transfers by way of security are not permitted.
Our customer hereby assigns to us in full by way of security the claim arising from the resale or any other legal reason (insurance, tort) in respect of the reserved goods (including balance claims from current accounts).
We revocably authorize him to collect the claims assigned to us for our account in his own name.
This collection authorization can only be revoked if our customer does not properly meet his payment obligations.
4. In the event of access by third parties to the reserved goods, our customer shall point out our ownership and inform them immediately.
5. In the event of breach of contract by our customer, in particular default of payment, we shall be entitled to take back the reserved goods or, if necessary, to demand assignment of our customer’s claims for surrender against third parties.
The repossession or seizure of the reserved goods by us
shall not constitute a withdrawal from the contract, unless the Instalment Purchase Act applies.
§11 Payment
1. Unless otherwise agreed, our invoices are payable within 10 days with a 2% discount or within 30 days of invoicing without deduction.
We are entitled to set off payments against older debts of our customers, despite their provisions to the contrary.
2. payment must be made in such a way that we can dispose of the amount on the due date.
3. if our customer is in default, we shall be entitled to charge interest from the relevant date at the interest rate charged by commercial banks for open overdraft facilities.
4. if our customer does not meet his payment obligations, in particular if a check is not honored or payment is suspended, or if we become aware of other circumstances that call into question the creditworthiness of the customer, we shall be entitled to declare the entire remaining debt due, even if we have accepted checks.
In this case, we shall also be entitled to demand advance payments or the provision of security.
5. Our customer shall only be entitled to offset, withhold or reduce payment, even if notices of defects or counterclaims
are asserted, if the counterclaims have been legally established or are undisputed.
§12 Place of jurisdiction, legal validity
1. The place of jurisdiction for all legal disputes arising from contractual relationships with registered traders shall be the registered office of our company.
2. German law shall apply in all cases.
International law shall not apply.
3. Should a provision in these terms and conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions and agreements.
Schiwa-Profile, Schill & Walther GmbH, 09599 Freiberg